Full terms and conditions of Performance Rights Plan
Released
Released
Announcement PDF
Performance Rights Plan
Lithium Consolidated Mineral Exploration Pty Ltd ACN 612 008 358
Table of Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Name of plan ................................................................................................................................1
Objectives .....................................................................................................................................1
Definitions and interpretation .......................................................................................................1
3.1 Definitions ..........................................................................................................................1
3.2 Interpretation ......................................................................................................................4
Invitation to participate .................................................................................................................5
4.1 Invitations ...........................................................................................................................5
4.2 Ability to renounce Invitation ..............................................................................................5
4.3 Application .........................................................................................................................5
4.4 Participants ........................................................................................................................6
4.5 Plan Limit ...........................................................................................................................6
Grant of Performance Rights .......................................................................................................6
5.1 Grant ..................................................................................................................................6
5.2 Not transferable .................................................................................................................6
5.3 Security Interest .................................................................................................................6
5.4 New issues .........................................................................................................................7
Vesting and exercise of Performance Rights ...............................................................................7
6.1 Performance Hurdles .........................................................................................................7
6.2 Determining the number of Vested Performance Rights ...................................................7
6.3 Exercise of Performance Rights ........................................................................................7
Time of lapse of Performance Rights ...........................................................................................8
7.1 Time of lapse .....................................................................................................................8
Cessation of employment or engagement ...................................................................................8
8.1 Uncontrollable Event ..........................................................................................................8
8.2 Controllable Event ..............................................................................................................9
Breach, fraud or dishonesty .........................................................................................................9
Change of Control Event ..............................................................................................................9
10.1 Vesting and notification to Participants ..............................................................................9
10.2 Lapse of Performance Rights ............................................................................................9
Shares acquired as a result of exercise of Performance Right ..................................................10
11.1 Terms of Shares ..............................................................................................................10
11.2 ASX quotation ..................................................................................................................10
Administration of the Plan ..........................................................................................................10
12.1 Administration by the Board .............................................................................................10
12.2 Board ability to delegate ..................................................................................................10
12.3 Register of Participants ....................................................................................................10
12.4 Issue or transfer of Shares...............................................................................................10
12.5 Board powers under Plan at discretion of the Board .......................................................10
12.6 Dispute under the Plan ....................................................................................................10
Capital events .............................................................................................................................10
13.1 Variation of capital ...........................................................................................................10
13.2 Adjustments .....................................................................................................................11
13.3 Notice of variation ............................................................................................................11
Rights of Participants .................................................................................................................11
14.1 Rights of Participants .......................................................................................................11
Dividends and voting rights ........................................................................................................11
Taxation ......................................................................................................................................12
Listing Rules ...............................................................................................................................12
17.1 Compliance with Listing Rules .........................................................................................12
17.2 Compliance and inconsistencies .....................................................................................12
Amendments to the Plan ............................................................................................................12
18.1 Board may amend ............................................................................................................12
18.2 Must not materially prejudice ...........................................................................................12
18.3 Retrospective effect .........................................................................................................13
Termination or suspension of the Plan.......................................................................................13
Governing law ............................................................................................................................13
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Table of Contents
Schedule 1 - Application for rights ......................................................................................................... 14
Schedule 2 - Notice of exercise form .................................................................................................... 15
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Performance Rights Plan
Date
1.
Name of plan
This document sets out the Rules of the Lithium Consolidated Mineral Exploration Pty Ltd
Performance Rights Plan.
2.
Objectives
The Performance Rights Plan is a long term incentive aimed at creating a stronger link
between an Eligible Person’s performance and reward, whilst increasing Shareholder value in
the Company.
3.
Definitions and interpretation
3.1
Definitions
In these Rules, unless the context otherwise requires:
Application means an application in the form set out in Schedule 1 or in such other form as
the Directors may from time to time prescribe, accepting an Invitation from the Directors to
apply for Rights in the Plan, made pursuant to these Rules;
ASIC means Australian Securities and Investments Commission;
ASIC CO 14/1000 means ASIC Class Order [CO 14/1000] as amended or replaced from time
to time;
ASIC CO 14/1001 means ASIC Class Order [CO 14/1001] as amended or replaced from time
to time;
Associated Body Corporate in relation to the Company means:
(a)
a Related Body Corporate of the Company;
(b)
a body corporate that has voting power in the Company of not less than 20%; or
(c)
a body corporate in which the Company has voting power of not less than 20%;
ASX means the ASX Limited ACN 008 624 691;
Board means the Board of Directors of the Company from time to time;
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in
Brisbane, Queensland;
Casual Employee in relation to the Company or an Associated Body Corporate, means an
individual who is, or might reasonably be expected to be, engaged to work the number of
hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with
the Company or an Associated Body Corporate;
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Performance Rights Plan
Change of Control Event means:
(a)
the Company entering into a scheme of arrangement with its creditors or Shareholders
or any class thereof pursuant to section 411 of the Corporations Act;
(b)
the commencement of a bid period (as defined in the Corporations Act) in relation to
the Company to acquire any Share where the takeover bid extends to Shares issued
and allotted after the date of the takeover bid; or
(c)
when a person or group of associated persons having a relevant interest in,
subsequent to the adoption of these Rules, sufficient Shares in the Company to give it
or them the ability, in general meeting, to replace all or a majority of the Directors in
circumstances where such ability was not already held by a person associated with
such person or group of associated persons;
Company means Lithium Consolidated Mineral Exploration Pty Ltd ;
Contractor in relation to the Company or an Associated Body Corporate means:
(a)
an individual with whom the body has entered into a contract for the provision of
services under which the individual performs work for the body; or
(b)
a company with whom the body has entered into a contract for the provision of
services under which an individual, who is a director of the company or their spouse,
performs work for the body,
where the individual who performs the work under or in relation to the contract is, or might
reasonably be expected to be, engaged to work the number of hours that are the pro-rata
equivalent of 40% or more of a comparable full-time position with the body;
Controllable Event means cessation of employment other than by an Uncontrollable Event;
Corporations Act means Corporations Act 2001 (Cth), as amended from time to time;
Directors mean the directors of the Company or an Associated Body Corporate from time to
time;
Eligible Associate means:
(a)
an immediate family member of an Eligible Person;
(b)
a company whose members comprise no persons other than the Eligible Person or
immediate family members of the Eligible Person; or
(c)
a corporate trustee of a self-managed superannuation fund (within the meaning of the
Superannuation Industry (Supervision) Act 1993) where the Eligible Person is a
director of the trustee;
Eligible Person means a Director, Employee, Contractor or Prospective Participant;
Employee means a full-time or part-time employee of the Company or an Associated Body
Corporate of the Company or a Casual Employee;
Grant Date means the date a Performance Right is granted to an Eligible Person or an Eligible
Associate;
Invitation means an invitation by the Board of Directors of the Company to participate in the
Plan in respect of a Performance Period in accordance with clause 4.1;
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Performance Rights Plan
Last Exercise Date means the day ending 5.00pm Brisbane time on the date which falls 72
months from the Grant Date, unless otherwise determined by the Board of Directors of the
Company;
Listing Rules means the Official Listing Rules of the ASX as amended from time to time;
Notice of Exercise means a notice from the Participant exercising the Performance Right in
the form set out in Schedule 2 or in such other form as the Directors may from time to time
prescribe;
Obligation means any commitment, covenant, duty, obligation or undertaking whether arising
by operation of law, in equity or by statute and whether expressed or implied.
Participant means an Eligible Person or an Eligible Associate who applies and becomes a
member of the Plan;
Performance Hurdles means the conditions relating to the performance of the Company or
Associated Body Corporate (and the manner in which those conditions will be tested) for the
purposes of determining the number of Participant’s Performance Rights which may be
exercised, as set out in the Invitation;
Performance Period means the period set out in the Invitation for the purpose of determining
the extent (if any) to which the Performance Hurdles have been met;
Performance Right means a right granted in accordance with the terms of these Rules;
Plan means the Lithium Consolidated Mineral Exploration Pty Ltd Performance Rights Plan
established in accordance with these Rules;
PPS Act means the Personal Property Securities Act 2009 (Cth);
Prospective Participant in relation to an offer of an eligible product under an employee
incentive scheme, means a person to whom the offer is made but who can only accept the
offer if an arrangement has been entered into that will result in the person becoming an
Eligible Person;
Related Body Corporate has the same meaning as given to that term in the Corporations Act;
Rules means the rules of the Lithium Consolidated Mineral Exploration Pty Ltd Performance
Rights Plan as set out in this document as amended from time to time;
Security Interest means:
(a)
an interest in or right:
(1)
reserved over property (including any retention of title to property or any right to
set off or withhold payment of any deposit or other money);
(2)
created or otherwise arising over property under a mortgage, charge, bill of
sale (as defined in any relevant statute), lien, pledge, trust or right; or
(3)
by way of security for the payment of a debt or other monetary Obligation or the
performance of or compliance with any other Obligation;
(b)
any instrument or transaction which reserves, constitutes or evidences the interests
and rights referred to in paragraph (a); and
(c)
any other interest which constitutes a security interest as that term is defined in the
PPS Act;
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Performance Rights Plan
Share means a fully paid ordinary share in the Company;
Shareholder means a holder of Shares;
Test Date in relation to a Performance Right means the date at which Performance Hurdles
are to be measured to determine whether that Performance right becomes a Vested
Performance Right;
Uncontrollable Event means:
(a)
death, serious injury, disability or illness which renders the Eligible Person incapable of
continuing their employment or engagement (or providing the services the subject of
the engagement) with the Company or Associated Body Corporate;
(b)
forced early retirement, retrenchment or redundancy; or
(c)
such other circumstances which results in a Eligible Person leaving the employment of
or ceasing their engagement with the Company or Associated Body Corporate and
which the Board determines is an Uncontrollable Event;
Unvested Performance Rights means Performance Rights which are not yet exercisable in
accordance with the Plan; and
Vested Performance Rights means Performance Rights which are immediately exercisable
in accordance with the Plan.
3.2
Interpretation
(a)
(b)
Unless the contrary intention appears, a reference in these Rules to:
(1)
these Rules or another document includes any variation or replacement of it
despite any change in the identity of the parties;
(2)
one gender includes the others;
(3)
the singular includes the plural and the plural includes the singular;
(4)
a person, partnership, corporation, trust, association, joint venture,
unincorporated body, Government Body or other entity includes any other of
them;
(5)
an item, recital, clause, subclause, paragraph, schedule or attachment is to an
item, recital, clause, subclause, paragraph of, or schedule or attachment to,
these Rules and a reference to these Rules includes any schedule or
attachment;
(6)
a party includes the party’s executors, administrators, successors, substitutes
(including a person who becomes a party by novation) and permitted assigns;
(7)
any statute, ordinance, code or other law includes regulations and other
instruments under any of them and consolidations, amendments, reenactments or replacements of any of them;
(8)
money is to Australian dollars, unless otherwise stated; and
(9)
a time is a reference to Brisbane time unless otherwise specified.
The words include, including, such as, for example and similar expressions are not to
be construed as words of limitation.
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Performance Rights Plan
(c)
Where a word or expression is given a particular meaning, other parts of speech and
grammatical forms of that word or expression have a corresponding meaning.
(d)
Headings and any table of contents or index are for convenience only and do not affect
the interpretation of these Rules.
4.
Invitation to participate
4.1
Invitations
The Board may from time to time in its absolute discretion issue or cause to be issued
Invitations on behalf of the Company for Eligible Persons to participate in the Plan. That
Invitation will be in such form as the Board determines from time to time and will include the
following information:
(a)
the date of the Invitation;
(b)
the time period in which to accept the Invitation by returning the duly completed
Application;
(c)
the name of the Eligible Person or Eligible Associate (where applicable) to whom the
Invitation is made;
(d)
the number of Performance Rights which are capable of becoming exercisable if
Performance Hurdles are met;
(e)
the Performance Hurdles and Performance Period;
(f)
the approximate Test Date(s) in respect of the Performance Rights;
(g)
the Last Exercise Date;
(h)
if the Company is listed on ASX , any other information required by ASIC CO 14/1000;
and
(i)
if the Company is not listed on ASX , any other information required by ASIC
CO 14/1001;
and attach an Application and copy of these Rules.
4.2
Ability to renounce Invitation
An Eligible Person who receives an Invitation may renounce the Invitation in favour of the
Invitation being made to an Eligible Associate.
4.3
Application
(a)
An Eligible Person or an Eligible Associate who receives an Invitation can only
participate in the Plan by returning a duly completed Application within the time period
and as otherwise specified in the Invitation.
(b)
If an Application is not returned within the time specified or otherwise in accordance
with the requirements set out in the Invitation, the Board may nevertheless in its sole
discretion treat any Application received from an Eligible Person or an Eligible
Associate as being returned in accordance with paragraph (a).
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Performance Rights Plan
(c)
4.4
For the avoidance of doubt, the Board in its sole discretion can refuse to allow an
Eligible Person or an Eligible Associate to participate in the Plan even though a duly
completed Application is received from the Eligible Person or Eligible Associate in
accordance with paragraph (a).
Participants
Following receipt of a duly completed Application and subject to clause 4.3(c), and provided
that the Eligible Person is still in the employment of or engaged by the Company or an
Associated Body Corporate, the Eligible Person or Eligible Associate will be entitled to
participate in the Plan according to its terms.
4.5
Plan Limit
(a)
(b)
Upon the Company listing on ASX , the total number of Performance Rights to be
issued by the Company under the Plan shall not at any time exceed 5% of the
Company’s total issued share capital when aggregated with the number of Shares
issued or that may be issued as a result of offers made at any time during the previous
three year period under:
(1)
an employee incentive scheme covered by ASIC CO 14/1000; or
(2)
an ASIC exempt arrangement of a similar kind to an employee incentive
scheme.
Prior to the Company becoming listed on ASX or any other recognised stock
exchange, the Board shall determine the total number of Performance Rights to be
issued by the Company under the Plan at any time as a percentage of the Company’s
total issued share capital when aggregated with the number of Shares on issue at the
time.
5.
Grant of Performance Rights
5.1
Grant
5.2
(a)
As soon as practicable after the receipt of a duly completed Application, the Company
will grant to each Participant the number of Performance Rights as set out in the
Invitation.
(b)
A Participant will not pay any consideration for the grant of Performance Rights.
(c)
A Participant has no entitlement to be granted any Performance Rights unless and until
such Performance Rights are granted.
(d)
None of the Performance Rights will be listed for quotation on the ASX or equivalent
securities exchange.
(e)
One Vested Performance Right is exercisable into one Share.
Not transferable
Except on the death of a Participant, Performance Rights may not be transferred, assigned or
novated except with the approval of the Board.
5.3
Security Interest
Subject to clause 5.2, Participants will not grant any Security Interest in or over or otherwise
dispose of or deal with any Performance Rights or any interest in them until the relevant
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Performance Rights Plan
Shares are either issued or transferred to that Participant, and any such Security Interest or
disposal or dealing will not be recognised by the Company.
5.4
New issues
A Performance Right does not confer on the Participant the right to participate in new issues of
Shares by the Company, including by way of bonus issue, rights issue or otherwise.
6.
Vesting and exercise of Performance Rights
6.1
Performance Hurdles
The Performance Hurdles applicable to any Performance Period relating to Performance
Rights will be set out in the Invitation, including the applicable Test Dates.
6.2
Determining the number of Vested Performance Rights
As soon as reasonably practicable after each Test Date applicable to any Performance Period,
the Board will determine in respect of each Participant as at that Test Date:
(a)
whether, and to what extent, the Performance Hurdles applicable up to the Test Date
have been satisfied;
(b)
the number of Performance Rights (if any) that will become Vested Performance
Rights as at the Test Date;
(c)
the number of Performance Rights (if any) that will lapse as a result of the nonsatisfaction of Performance Hurdles as at the Test Date; and
(d)
the number of Performance Rights (if any) in respect of the Performance Period that
continue as Unvested Performance Rights,
and will provide written notification to each Participant as to that determination.
6.3
Exercise of Performance Rights
(a)
Unless and until a Performance Right is exercised and the relevant Shares are either
issued or transferred to that Participant as a result of that exercise, a Participant has
no interest in those Shares.
(b)
A Performance Right can only be exercised by a Participant providing a Notice of
Exercise if at the time of exercise, it is a Vested Performance Right that has not lapsed
under clause 7.
(c)
Unless otherwise provided in the Invitation, no amount shall be payable by a
Participant on the exercise of Vested Performance Rights.
(d)
The exercise of any Performance Right may only be effected on the first Business Day
of a calendar month and in such form as the Board may prescribe.
(e)
The exercise of some Performance Rights only does not affect the Participant’s right to
exercise other Performance Rights at a later time.
(f)
Following exercise of a Performance Right, the Company must issue or transfer to the
Participant exercising the Performance Right the number of Shares in respect of which
the Performance Right has been exercised (as adjusted under clause 12, if relevant).
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Performance Rights Plan
7.
Time of lapse of Performance Rights
7.1
Time of lapse
A Performance Right lapses, to the extent it has not been exercised, on the earlier to occur of:
(a)
where Performance Hurdles have not been satisfied on the Test Date, the date the
Board makes a determination under clause 6.2(c) that the Performance Right will
lapse;
(b)
if a Participant’s employment or engagement with the Company or Associated Body
Corporate ceases because of an Uncontrollable Event, the last day of any period
specified in clause 8.1(c);
(c)
if a Participant’s employment or engagement with the Company or Associated Body
Corporate ceases because of a Controllable Event:
(1)
Vested Performance Right - the last day of any period specified in
clause 8.2(c); or
(2)
Unvested Performance Right - the date of cessation of employment;
(d)
the day the Board makes a determination that the Performance Rights lapses under
clause 9;
(e)
the date of lapse under clause 10.2; or
(f)
the Last Exercise Date.
8.
Cessation of employment or engagement
8.1
Uncontrollable Event
If a Participant’s employment or engagement with the Company or Associated Body Corporate
ceases because of an Uncontrollable Event:
(a)
all of the Participant’s Performance Rights that are capable of becoming exercisable if
Performance Hurdles are met at the next Test Date will become Vested Performance
Rights;
(b)
the Board in its absolute discretion may determine the extent to which any other
Unvested Performance Rights, that have not lapsed, will become Vested Performance
Rights; and
(c)
the Participant may, at any time prior to the earlier of:
(1)
the Last Exercise Date; or
(2)
three months (or such other period as the Board shall, in its absolute discretion,
determine) from the date on which the Participant ceased that employment or
engagement,
exercise all Vested Performance Rights.
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Performance Rights Plan
8.2
Controllable Event
If a Participant’s employment or engagement with the Company or Associated Body Corporate
ceases because of a Controllable Event:
(a)
the Board in its absolute discretion will determine the extent to which the Unvested
Performance Rights (if any), that have not lapsed, will become Vested Performance
Rights and will notify the Participant of this determination;
(b)
should the Board fail to make a determination in accordance with clause 8.2(a) above,
all Unvested Performance Rights held by the Participant will lapse immediately; and
(c)
the Participant may, at any time prior to the earlier of:
(1)
the Last Exercise Date; and
(2)
three months (or such other period as the Board shall, in its absolute discretion,
determine) from the date on which the Participant ceased that employment or
engagement,
exercise all Vested Performance Rights (including those that have become Vested
Performance Rights under clause 8.2(a)).
9.
Breach, fraud or dishonesty
If in the opinion of the Board a Participant acts fraudulently or dishonestly or is in material
breach of his or her obligations to the Company or Associated Body Corporate then the Board
may in its absolute discretion determine that all the Participant’s Performance Rights will lapse
and the Board’s decision will be final and binding.
10.
Change of Control Event
10.1
Vesting and notification to Participants
Where there is publicly announced any proposal (whether by takeover bid, scheme of
arrangement or otherwise) in relation to the Company which the Board reasonably believes
may lead to a Change in Control Event:
10.2
(a)
all of the Participant’s Unvested Performance Rights that have not lapsed will become
Vested Performance Rights; and
(b)
the Board will promptly notify each Participant in writing that he or she may, within the
period specified in the notice (Change of Control Notice Period), exercise Vested
Performance Rights.
Lapse of Performance Rights
Unless the Board of Directors determines otherwise:
(a)
Vested Performance Rights that are not exercised by the end of the Change of Control
Notice Period; and
(b)
Unvested Performance Rights,
will lapse at the end of the Change of Control Notice Period.
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Performance Rights Plan
11.
Shares acquired as a result of exercise of Performance Right
11.1
Terms of Shares
Shares acquired upon exercise of the Performance Rights will upon allotment rank pari passu
in all respects with other Shares, except as set out in this Plan.
11.2
ASX quotation
In the event that the Company is listed on the ASX at the time of issue of Shares upon
exercise of the Performance Rights, the Company will apply for quotation of the Shares on the
ASX within te
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